Common use of Principal Occupation Clause in Contracts

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes.

Principal Occupation. The Executive shall devote his Executive’s full working time to the business and affairs of the Employer and to the fulfillment of his the duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, continue or commence, commence service as a director and officer (or in a similar capacity) on the governing body or advisory board of other business entities whose business is not competitive with that of the Employer or any of its subsidiariessubsidiaries and shall not involve a time commitment which shall impair Executive’s ability to perform the duties required hereunder; and (b) the Executive agrees that his Executive’s commencement or continuation of service as described in Section 4.1(a) shall be subject to the review and approval of the Employer’s BoardBoard (based on the criteria of competitiveness and time commitment), so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will Executive shall promptly resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his Executive’s non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the EmployerEmployer or any of its subsidiaries, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his Executive’s business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employerthe Employer or any of its subsidiaries, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his Executive’s obligations under this agreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, Employer or any of its officers or directors, subsidiaries may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five two percent (52%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world, provided, however, that the ownership limitations of this clause (a) shall not apply to (i) the Executive’s ownership of any such securities through an open-end mutual fund or (ii) the Executive’s ownership of any such securities that precedes the Effective Date if, but only if, the issuer of the securities is not a competitor of the Employer; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement Agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as reasonably determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or any of its consolidated subsidiaries or any of their respective officers or directors, may be a party. 4.3 No provision of this agreement Agreement shall be construed to prohibit the Executive’s: (a) passive acquisition, ownership, or trading, including without limitation the Executive’s direct or indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, negotiable instruments or negotiable instrumentssecurities) of a business entity having that is directly or indirectly competitive with the business of the Employer and whose securities are publicly traded anywhere in the worldworld or registered under the Investment Company Act of 1940, as amended; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement Agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, bequest or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, delivery so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may devote up to one-third of his business time providing services for or on behalf of Flag Luxury Properties, LLC and Flag Leisure Group, LLC (collectively, the “Flag Services”). The compensation committee of the Board (the “Compensation Committee”) will review the amount of time the Executive spends providing Flag Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in Flag Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of Flag Services being performed. The Compensation Committee will also require the recipient of such Flag Services to reimburse Employer for the compensation attributable to the time spent thereon during any such quarterly period. 4.5 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.5 attached hereto.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s 's Board, so long as the Board’s 's discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s 's service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s 's service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s 's membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s's: (a) acquisition, ownership, or trading, including without limitation the Executive’s 's indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s 's acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s 's retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may spend a portion of his time providing services for Xx. Xxxxxxxxx, the Chief Executive Officer of Employer, and/or MJX Asset Management LLC (collectively, the "MJX Services"). The compensation committee of the Board (the "Compensation Committee") will review the amount of time the Executive spends providing MJS Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in MJX Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of MJX Services being performed. The Compensation Committee will also require the recipient of such MJX Services to reimburse Employer for the compensation attributable to the time spent thereon during the previous year.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement Agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as reasonably determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or any of its consolidated subsidiaries or any of their respective officers or directors, may be a party. 4.3 No provision of this agreement Agreement shall be construed to prohibit the Executive’s: (a) passive acquisition, ownership, or trading, including without limitation the Executive’s direct or indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, negotiable instruments or negotiable instrumentssecurities) of a business entity having that is directly or indirectly competitive with the business of the Employer and whose securities are publicly traded anywhere in the worldworld or registered under the Investment Company Act of 1940, as amended; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement Agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, bequest or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, delivery so long as the Executive retains the interest(s) solely for investment purposes. 4.4 Notwithstanding anything contained in this Section 4, Executive shall be entitled to devote up to one-third of his business time providing services for or on behalf of 19X. Executive acknowledges that Employer is consenting to the provision of such services for 19X in furtherance of Employer’s obligations under that certain Shared Services Agreement dated ___, 2007 (the “Shared Services Agreement”) by and between the Employer and CKX/19X. In connection therewith, Executive agrees to provide, when requested by Employer, a reasonable estimate of the allocation his time spent in furtherance of his duties for 19X to allow for an accurate accounting of costs under Section 3.1(a) of the Shared Services Agreement. 4.5 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.5 attached hereto.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement Agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as reasonably determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or any of its consolidated subsidiaries or any of their respective officers or directors, may be a party. 4.3 No provision of this agreement Agreement shall be construed to prohibit the Executive’s: (a) passive acquisition, ownership, or trading, including without limitation the Executive’s direct or indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, negotiable instruments or negotiable instrumentssecurities) of a business entity having that is directly or indirectly competitive with the business of the Employer and whose securities are publicly traded anywhere in the worldworld or registered under the Investment Company Act of 1940, as amended; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement Agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, bequest or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, delivery so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may devote up to one-third of his business time providing services for or on behalf of Mx. Xxxxxxxxx, the Chief Executive Officer of Employer, Flag Luxury Properties, LLC and Flag Leisure Group, LLC (collectively, the “Flag Services”). The compensation committee of the Board (the “Compensation Committee”) will review the amount of time the Executive spends providing Flag Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in Flag Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of Flag Services being performed. The Compensation Committee will also require the recipient of such Flag Services to reimburse Employer for the compensation attributable to the time spent thereon during any such quarterly period. 4.5 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.5 attached hereto.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-non- working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.4 attached hereto. In addition, Executive shall, and shall be entitled to, accept the positions of Chairman and Chief Executive Officer of FX Real Estate and Entertainment Inc. (“FXREE”) and to take all actions and provide all services for and on behalf of FXREE as shall be necessary and appropriate thereto. Executive acknowledges that Employer is both consenting to and requiring such appointment in furtherance of Employer’s obligations under that certain Shared Services Agreement dated as of December 31, 2007 (the “Shared Services Agreement”) by and between the Employer and FXREE. In connection therewith, Executive agrees to provide, when requested by Employer, a reasonable estimate of the allocation of his time spent in furtherance of his duties for FXREE to allow for an accurate accounting of costs under Section 3.1(a) of the Shared Services Agreement.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may spend a portion of his time providing services for Xx. Xxxxxxxxx, the Chief Executive Officer of Employer, and/or MJX Asset Management LLC (collectively, the “MJX Services”). The compensation committee of the Board (the “Compensation Committee”) will review the amount of time the Executive spends providing MJS Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in MJX Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of MJX Services being performed. The Compensation Committee will also require the recipient of such MJX Services to reimburse Employer for the compensation attributable to the time spent thereon during the previous year.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement Agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement Agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement Agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.4 attached hereto. In addition, Executive shall, and shall be entitled to, accept the positions of Chairman and Chief Executive Officer of FX Real Estate and Entertainment Inc. (“FXREE”) and to take all actions and provide all services for and on behalf of FXREE as shall be necessary and appropriate thereto. Executive acknowledges that Employer is both consenting to and requiring such appointment in furtherance of Employer’s obligations under that certain Shared Services Agreement dated as of December 31, 2007 (the “Shared Services Agreement”) by and between the Employer and FXREE. In connection therewith, Executive agrees to provide, when requested by Employer, a reasonable estimate of the allocation of his time spent in furtherance of his duties for FXREE to allow for an accurate accounting of costs under Section 3.1(a) of the Shared Services Agreement.

Principal Occupation. The Executive shall devote substantially all of his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement Agreement in a diligent and competent fashion, consistent with industry standards. The Executive represents and warrants that he has the ability to be found suitable as an officer and key employee of the Employer by the Gaming Authorities of the State of Nevada and any other state or jurisdiction in which the Employer shall conduct gaming operations. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s BoardChairman, so long as the BoardChairman’s discretion is not applied unreasonably. Where the Board Chairman declines to approve the commencement of the Executive’s service or his continued service, or the Board Chairman withdraws its his approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as reasonably determined by the BoardChairman. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or any of its consolidated subsidiaries or any of their respective officers or directors, may be a party. 4.3 No provision of this agreement Agreement shall be construed to prohibit the Executive’s: (a) passive acquisition, ownership, or trading, including without limitation the Executive’s direct or indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, negotiable instruments or negotiable instrumentssecurities) of a business entity having that is directly or indirectly competitive with the business of the Employer and whose securities are publicly traded anywhere in the worldworld or registered under the Investment Company Act of 1940, as amended; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement Agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, bequest or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, delivery so long as the Executive retains the interest(s) solely for investment purposes. 4.4 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the ownership and management of the company “Bellywash” to the extent, but only to the extent, such participation is incidental and does not interfere with the Executive’s performance of his duties and responsibilities hereunder.

Principal Occupation. The Except as otherwise permitted herein, the Executive shall devote substantially all of his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as reasonably determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however however, that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-non- working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may spend a portion of his time providing services for Mx. Xxxxxxxxx, the Chief Executive Officer of Employer, and/or MJX Asset Management LLC (collectively the “MJX Services”). The compensation committee of the Board (the “Compensation Committee”) will review the amount of time the Executive spends providing MJX Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in MJX Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of MJX Services being performed. The Compensation Committee will also require the recipient of such MJX Services to reimburse Employer for the compensation attributable to the time spent thereon during the previous year. 4.5 Notwithstanding anything contained in this Section 4, Executive shall, and shall be entitled to, accept the positions of Chief Financial Officer and Director of FX Real Estate and Entertainment Inc. (“FXREE”) and to take all actions and provide all services for and on behalf of FXREE as shall be necessary and appropriate thereto. Executive acknowledges that Employer is both consenting to and requiring such appointment in furtherance of Employer’s obligations under that certain Shared Services Agreement dated as of December 31, 2007 (the “Shared Services Agreement”) by and between the Employer and FXREE. In connection therewith, Executive agrees to provide, when requested by Employer, a reasonable estimate of the allocation of his time spent in furtherance of his duties for FXREE to allow for an accurate accounting of costs under Section 3.1(a) of the Shared Services Agreement.

Principal Occupation. The Executive shall devote his Executive’s full working time to the business and affairs of the Employer and to the fulfillment of his the duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, continue service as a director and officer (or in a similar capacity) on the governing body advisory board of other business entities Kapital, whose business Executive represents is not competitive with that of the Employer or any of its subsidiariessubsidiaries and shall not involve a time commitment which shall impair Executive’s ability to perform the duties required hereunder; and (b) the Executive agrees that his Executive’s continued service as described in Section 4.1(a) shall be subject to the review and approval of the Employer’s BoardBoard (based on the criteria of competitiveness and time commitment), so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will Executive shall promptly resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his Executive’s non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the EmployerEmployer or any of its subsidiaries, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his Executive’s business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employerthe Employer or any of its subsidiaries, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his Executive’s obligations under this agreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, Employer or any of its officers or directors, subsidiaries may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five two percent (52%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world, provided, however, that the ownership limitations of this clause (a) shall not apply to (i) the Executive’s ownership of any such securities through an open-end mutual fund or (ii) the Executive’s ownership of any such securities that precedes the Effective Date if, but only if, the issuer of the securities is not a competitor of the Employer; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s 's Board, so long as the Board’s 's discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s 's service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s 's service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s 's membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s's: (a) acquisition, ownership, or trading, including without limitation the Executive’s 's indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s 's acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s 's retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may spend a portion of his time providing services for Xx. Xxxxxxxxx, the Chief Executive Officer of Employer, and/or MJX Asset Management LLC (collectively, the "MJX Services"). The compensation committee of the Board (the "Compensation Committee") will review the amount of time the Executive spends providing MJX Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in MIX Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of MJX Services being performed. The Compensation Committee will also require the recipient of such MJX Services to reimburse Employer for the compensation attributable to the time spent thereon during the previous year.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may spend a portion of his time providing services for Xx. Xxxxxxxxx, the Chief Executive Officer of Employer, and/or MJX Asset Management LLC (collectively, the “MJX Services”). The compensation committee of the Board (the “Compensation Committee”) will review the amount of time the Executive spends providing MJX Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in MIX Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of MJX Services being performed. The Compensation Committee will also require the recipient of such MJX Services to reimburse Employer for the compensation attributable to the time spent thereon during the previous year.

Principal Occupation. The Executive shall devote his Executive’s full working time to the business and affairs of the Employer and to the fulfillment of his the duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term:, (a) the Executive may wish to continue, or commence, commence service as a director and officer (or in a similar capacity) on the governing body or advisory board of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; andsubsidiaries and shall not involve a time commitment which shall impair Executive’s ability to perform the duties required hereunder; (b) the Executive agrees that his Executive’s service as described in Section 4.1(a) shall be subject to the review and approval of the Employer’s BoardBoard (based on the criteria of competitiveness and time commitment), so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will Executive shall promptly resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his Executive’s non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the EmployerEmployer or any of its subsidiaries, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his Executive’s business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employerthe Employer or any of its subsidiaries, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his Executive’s obligations under this agreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, Employer or any of its officers or directors, subsidiaries may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five two percent (52%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world, provided, however, that the ownership limitations of this clause (a) shall not apply to (i) the Executive’s ownership of any such securities through an open-end mutual fund or (ii) the Executive’s ownership of any such securities that precedes the Effective Date if, but only if, the issuer of the securities is not a competitor of the Employer; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement Agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as reasonably determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or any of its consolidated subsidiaries or any of their respective officers or directors, may be a party. 4.3 No provision of this agreement Agreement shall be construed to prohibit the Executive’s: (a) passive acquisition, ownership, or trading, including without limitation the Executive’s direct or indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, negotiable instruments or negotiable instrumentssecurities) of a business entity having that is directly or indirectly competitive with the business of the Employer and whose securities are publicly traded anywhere in the worldworld or registered under the Investment Company Act of 1940, as amended; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement Agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, bequest or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, delivery so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may devote up to one-third of his business time (a) providing services for or on behalf of Flag Luxury Properties, LLC and Flag Leisure Group, LLC (collectively, the “Flag Services”) and (b) to the investments and activities set forth on Schedule 4.5. The compensation committee of the Board (the “Compensation Committee”) will review the amount of time the Executive spends providing Flag Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in Flag Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of Flag Services being performed. The Compensation Committee will also require the recipient of such Flag Services to reimburse Employer for the compensation attributable to the time spent thereon during any such quarterly period. 4.5 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.5 attached hereto.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the review and approval of the Employer’s BoardBoard (based on the criteria of competitiveness and time commitment), so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a)) hereof, the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that this Section 4.1 shall not apply to the Executive’s conduct and activities permitted under Section 4.4 hereof and nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, Employer may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world, provided, however, that the ownership limitations of this clause (a) shall not apply to (i) the Executive’s ownership of any such securities through an open-end mutual fund, (ii) the Executive’s ownership of any such securities in CKX, Inc. and/or Circle Entertainment Inc. (or any respective successor thereto through acquisition, merger, or otherwise) or (iii) the Executive’s ownership of securities that precedes the Effective Date if, but only if, the issuer of the securities is not a competitor of the Employer; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.4 attached hereto. In connection therewith, Executive agrees to provide, when requested by Employer, a reasonable estimate of the allocation of his time spent in furtherance of his activities specified in Schedule 4.4 to allow for an accurate accounting of costs attributable thereto.

Principal Occupation. The Executive shall devote not less than fifty percent (50%) of his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement Agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as reasonably determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or any of its subsidiaries or any of their respective officers or directors, may be a party. 4.3 No provision of this agreement Agreement shall be construed to prohibit the Executive’s: (a) passive acquisition, ownership, or trading, including without limitation the Executive’s direct or indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, negotiable instruments or negotiable instrumentssecurities) of a business entity having that is directly or indirectly competitive with the business of the Employer and whose securities are publicly traded anywhere in the worldworld or registered under the Investment Company Act of 1940, as amended; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement Agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, bequest or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, delivery so long as the Executive retains the interest(s) solely for investment purposes. 4.4 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that, during the Term, Executive will be party to an employment agreement with CKX or 19X, pursuant to which he will serve as Chief Executive Officer, Chairman or Executive Chairman, as the case may be, and which will require him to devote not less than 50% of his working time to the business and affairs of such company and to the fulfillment of his duties under such agreement, consistent with industry standards. 4.5 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.5 attached hereto.

Principal Occupation. The Executive shall devote substantially all of his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement Agreement in a diligent and competent fashion, consistent with industry standards. The Executive represents and warrants that he has the ability to be found suitable as an officer and key employee of the Employer by the Gaming Authorities of the State of Nevada and any other state or jurisdiction in which the Employer shall conduct gaming operations. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s BoardChairman, so long as the BoardChairman’s discretion is not applied unreasonably. Where the Board Chairman declines to approve the commencement of the Executive’s service or his continued service, or the Board Chairman withdraws its his approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as reasonably determined by the BoardChairman. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or any of its consolidated subsidiaries or any of their respective officers or directors, may be a party. 4.3 No provision of this agreement Agreement shall be construed to prohibit the Executive’s: (a) passive acquisition, ownership, or trading, including without limitation the Executive’s direct or indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, negotiable instruments or negotiable instrumentssecurities) of a business entity having that is directly or indirectly competitive with the business of the Employer and whose securities are publicly traded anywhere in the worldworld or registered under the Investment Company Act of 1940, as amended; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement Agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, bequest or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, delivery so long as the Executive retains the interest(s) solely for investment purposes. 4.4 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the ownership and management of the company “Belly Wash” to the extent, but only to the extent, such participation is incidental and does not interfere with the Executive’s performance of his duties and responsibilities hereunder.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s 's Board, so long as the Board’s 's discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s 's service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s 's service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s 's membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s's: (a) acquisition, ownership, or trading, including without limitation the Executive’s 's indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s 's acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s 's retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.4 attached hereto.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement Agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as reasonably determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or any of its consolidated subsidiaries or any of their respective officers or directors, may be a party. 4.3 No provision of this agreement Agreement shall be construed to prohibit the Executive’s: (a) passive acquisition, ownership, or trading, including without limitation the Executive’s direct or indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, negotiable instruments or negotiable instrumentssecurities) of a business entity having that is directly or indirectly competitive with the business of the Employer and whose securities are publicly traded anywhere in the worldworld or registered under the Investment Company Act of 1940, as amended; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement Agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, bequest or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, delivery so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may devote up to one-half of his business time (a) providing services for or on behalf of Flag Luxury Properties, LLC and Flag Leisure Group, LLC (collectively, the “Flag Services”) and (b) to the investments and activities set forth on Schedule 4.5. The compensation committee of the Board (the “Compensation Committee”) will review the amount of time the Executive spends providing Flag Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in Flag Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of Flag Services being performed. The Compensation Committee will also require the recipient of such Flag Services to reimburse Employer for the compensation attributable to the time spent thereon during any such quarterly period. 4.5 Notwithstanding anything contained in this Section 4, the Employer acknowledges and agrees that the Executive shall be entitled to continue to participate in the investments and activities set forth on Schedule 4.5 attached hereto.

Principal Occupation. The Executive shall devote his working time to the business and affairs of the Employer and to the fulfillment of his duties under this agreement in a diligent and competent fashion, consistent with industry standards. 4.1 The Employer acknowledges and agrees that during the Term: (a) the Executive may wish to continue, or commence, service as a director and officer (or in a similar capacity) on the governing body of other business entities whose business is not competitive with that of the Employer or any of its subsidiaries; and (b) the Executive agrees that his service as described in Section 4.1(a) shall be subject to the approval of the Employer’s Board, so long as the Board’s discretion is not applied unreasonably. Where the Board declines to approve the commencement of the Executive’s service or his continued service, or the Board withdraws its approval for the continuation of the Executive’s service as described in Section 4.1(a), the Executive agrees that he will resign from such position, or withdraw himself from consideration. The Executive and Employer agree that nothing in this Section 4.1 applies to the Executive’s membership or contribution of his non-working time or services, in a non-remunerative capacity, to any: charitable or educational organization, foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization or club, so long as the purpose or aim of any such organization presents no conflict with the business of the Employer, as determined by the Board. 4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote a portion of his business time to personal investments and outside business commitments, provided, however that: (a) such activities do not conflict with the business of Employer, (b) such activities do not interfere, directly or indirectly, with the performance by the Executive of his obligations under this agreementAgreement, and (c) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer, or its officers or directors, may be a party. 4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a) acquisition, ownership, or trading, including without limitation the Executive’s indirect ownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the world; or (b) passive ownership of stock, partnership interests, or comparable ownership interests or securities in any for-profit private business entity that is not directly competitive with the business of the Employer or any of its subsidiaries. The Employer additionally agrees that nothing in this agreement shall operate to prohibit the Executive’s acceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of any such gift, bequest, or its equivalent following its delivery, so long as the Executive retains the interest(s) solely for investment purposes. 4.4 In addition to the foregoing, the Executive may spend a portion of his time providing services for Xx. Xxxxxxxxx, the Chief Executive Officer of Employer, and/or MJX Asset Management LLC (collectively the “MJX Services”). The compensation committee of the Board (the “Compensation Committee”) will review the amount of time the Executive spends providing MJX Services on a quarterly basis. If the Compensation Committee determines that the Executive is engaging in MJX Services at a level whereby he is being compensated by the Employer for time spent on such services, then the Compensation Committee will require that Executive reduce the level of MJX Services being performed. The Compensation Committee will also require the recipient of such MJX Services to reimburse Employer for the compensation attributable to the time spent thereon during the previous year. 4.5 Notwithstanding anything contained in this Section 4, Executive shall, and shall be entitled to, accept the positions of Chief Financial Officer and Director of FX Real Estate and Entertainment Inc. (“FXREE”) and to take all actions and provide all services for and on behalf of FXREE as shall be necessary and appropriate thereto. Executive acknowledges that Employer is both consenting to and requiring such appointment in furtherance of Employer’s obligations under that certain Shared Services Agreement dated as of December 31, 2007 (the “Shared Services Agreement”) by and between the Employer and FXREE. In connection therewith, Executive agrees to provide, when requested by Employer, a reasonable estimate of the allocation of his time spent in furtherance of his duties for FXREE to allow for an accurate accounting of costs under Section 3.1(a) of the Shared Services Agreement.